Overclocking my GTX 580

After past damaging 2 graphics cards doing exactly what you're doing, I stopped overclocking my GPUs, that's a very expensive graphics card to be playing Russian Roulette with, especially since you're getting between 40 - 55 fps with the "Ultra" setting.

If that's not fluid enough movement I would suggest dropping a notch down from the ultra setting, before trying to get an extra 10 or 20 fps on an already hot card.

It's not like you've invested in a mid range card with plenty of head room, you're at the top of the ladder.

My 2 cents on this subject.

Just turn of AA, and watch those frames jump to 60.

I have been playing with my GTX 580's with air cooling for now. The best i was able to get with temps idle at 45c, and 80 c load was CoreV: 1038, 860 Mhz/1720 Shader, 2004 memory clock (did not touch this). I dont have battlefield 3 but alot of my benchmarks went up quite a bit. and Batman Arkham City plays better now. I wouldn't throw all those numbers all the way up and click apply, trying to fry something is never good..unless its bacon.